Securities Lawyer 101 l Brenda Hamilton

Securities Lawyer 101 l Brenda Hamilton

Wednesday, December 31, 2014

Accredited Crowdfunding With Rule 506


Going Public LawyerSecurities Lawyer 101 Blog As of September 23, 2013, the JOBS Act has permitted general solicitation and advertising in Rule 506 private placements.  While equity  crowdfunding is not yet legal, both the SEC and FINRA have proposed rules for equity crowdfunding. There is still some confusion about the difference between equity crowdfunding and accredited crowdfunding pursuant to Rule 506(c) offerings particularly... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2015/accredited-crowdfunding-rule-506/

Accredited Crowdfunding Direct - Crowdfunding Lawyers


Tips For Compliance & Procedures - Direct Crowdfunded Offerings The offer and sale of securities using accredited crowdfunding pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933, as amended allows a company to use ge...
http://www.securitieslawyer101.com/2014/direct-accredited-crowdfunding/

What is a Penny Stock Email Campaign ?


Going Public LawyerIn our digital age, sensible people know they should be wary of unsolicited financial advice, but there are still many who can t resist the allure of the “guaranteed profits” that will be generated by a “once in a lifetime opportunity” received in a penny stock email campaign.  There are different kinds of scams involving penny stock email.  Some may present what appears... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/penny-stock-email-campaign/

Securities Transactions - Form S-1 Registration Statement Lawyers


Securities Lawyer 101 Blog A registration statement on Form S-1 can be used to register various types of securities offerings and transactions with the Securities and Exchange Commission ("SEC").   Form S-1 provides issuers with flexibility...
http://www.securitieslawyer101.com/2014/form-s-1-registration-statement-lawyer/

Tips for Going Public With a Direct Public Offering


Direct Public Offering Lawyer - Securities Law Blog More and more issuers going public opt for a direct public offering. In a direct public offering management sells shares of the company's stock directly to investors, rather than through the ef...
http://www.securitieslawyer101.com/2014/direct-public-offering-securities-lawyer/

Tuesday, December 30, 2014

Securities Transactions – Form S-1 Registration Statement Lawyers


Going Public LawyerSecurities Lawyer 101 Blog A registration statement on Form S-1 can be used to register various types of securities offerings and transactions with the Securities and Exchange Commission ( SEC ).   Form S-1 provides issuers with flexibility in the types of securities that can be registered.  Hiring the right Form S-1 Registration Statement Lawyer can help the company structure its transaction in the most effective manner. Form... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/form-s-1-registration-statement-lawyer/

Direct Accredited Crowdfunding Offerings | Compliance & Procedures


Going Public LawyerThe offer and sale of securities pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933, as amended allows a company to use general solicitation and advertising to raise an unlimited amount of money from accredited investors.  Companies can raise the funds themselves or use an intermediary such as an accredited crowdfunding platform. Some companies may choose... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/direct-accredited-crowdfunding-offerings-compliance-procedures/

Monday, December 29, 2014

Form 8-K Disclosures of Shareholder Meetings


Going Public LawyerCompanies with a class of securities registered under the Securities Exchange Act of 1934, as amended are required to file periodic reports with the Securities and Exchange Commission ( SEC ).  These reports include annual reports on Form 10-K, quarterly reports on Form 10-Q and current information reports on Form 8-K.   Under Item 5.07 of Form 8-K, issuers must disclose the... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/form-8-k-disclosures-shareholder-meetings/

Crowdfunding Platforms to Watch in 2015


Going Public LawyerIt has been more than a year and the SEC has not finalized its rules with respect to equity crowdfunding under the Title III of the JOBS Act which would allow an issuer to raise up to $1 million from the sale of securities from non-accredited investors through online funding portals. Despite this equity and intrastate crowdfunding have progressively marched... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/crowdfunding-platforms-watch-2015/

Accredited Investor Verification Providers


 “Accredited Crowdfunding” under Rule 506(c) of Regulation D of the Securities Act of 1933, as amended allows an issuer to use general solicitation in connection with its private placement of securities.  Rule 506(c) requires the issuer to take...
http://www.securitieslawyer101.com/2014/accredited-investor-verification-providers/

Crowdfunding Options for Private Companies


Sometimes, a company seeking to raise capital may not want to spend the time and expense of an initial public or direct public offering.  In such circumstances, the company should consider an exempt offering.  Even though the SEC has not created th...
http://www.securitieslawyer101.com/2014/crowdfunding-options-private-companies/

Sunday, December 28, 2014

E-Cigarette Scams – American Heritage International


Going Public LawyerSecurities Lawyer 101 Blog Last week, the Financial Industry Regulatory Agency (“FINRA”) issued an investor alert concerning companies touting new technology for electronic cigarettes, often called e-cigarettes. The SEC recently announced a trading suspension of American Heritage International (AHII), a company that purports to make disposable electronic cigarettes, because of concerns about manipulative activity related to its common shares.  E-cigs... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/e-cigarette-scams-american-heritage-international/

E-Cigarette Scams - American Heritage International


Securities Lawyer 101 Blog Last week, the Financial Industry Regulatory Agency (“FINRA”) issued an investor alert concerning companies touting new technology for electronic cigarettes, often called e-cigarettes. The SEC recently announced a tr...
http://www.securitieslawyer101.com/2014/e-cigarette-scams-american-heritage-international/

Why Go Public in 2015?


For many private companies, "going public" is about more than just raising capital. It's a sign of accomplishment. Direct public offering (“DPO”) have replaced Initial Public Offerings as a means for small businesses to obtain public company stat...
http://www.securitieslawyer101.com/2014/23695/

Friday, December 26, 2014

Overview of Disclosures Drafted by a Going Public Lawyer


Going Public LawyerPrivate companies seeking public company status should weigh the benefits and risks before going public. The right going public attorney can help you weigh these risks and avoid many of the pitfalls surrounding going public transactions.  Going public lawyers draft  most disclosures during the process and respond to SEC and FINRA comments. Why Go Public? Ask a Going Public Attorney Almost... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/disclosures-going-public-lawyer/

SEC Actions & Administrative Proceedings


Going Public LawyerMost public companies realize that the Securities and Exchange Commission (the “SEC”) is a law enforcement agency.  SEC Actions can involve a case in federal court or an administrative action. Any SEC action should be taken seriously. SEC actions can result in penalties, fines and injunctions and lead to referrals to criminal agencies. The SEC’s Enforcement Division functions as the enforcement arm of... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/sec-actions-administrative-proceedings/

Schedule 14-A Lawyers


Going Public LawyerSecurities Lawyer 101 Blog Schedule 14-A contains the SEC s proxy rules.  Public companies hold a stockholders meeting annually and hold special meetings to vote on special corporate actions such as name changes and mergers.  Shareholder voting on takes place either in person or by proxy.  Proxy solicitation is governed by a number of rules and regulations including: (i) state corporate law;... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/schedule-14-lawyers/

Schedule 14-C Lawyers


Going Public LawyerSecurities Lawyer 101 Blog Often public companies hold a stockholders meeting annually and hold special meetings to vote on special corporate actions such as name changes and mergers.  Other times, public companies take action by the written consent of the issuer s shareholders. Schedule 14-C sets forth the requirements for SEC reporting companies whose shareholders approve an action by written consent.... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/schedule-14-c-lawyers/

Thursday, December 25, 2014

OTC Pink Companies and Consultant Compensation


Going Public LawyerIt has become almost routine for OTC Markets listed issuers to pay for consulting services with their restricted shares of common stock.   For non-reporting companies, such as OTC Pink Sheets, the company usually enters into an employment agreement with the consultant and/or service provider.The employment and/or consulting agreement should address the term of service, compensation and scope of services to... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/otc-pink-companies-consultant-compensation/

Wednesday, December 24, 2014

What is a Sponsoring Market Maker?


Going Public LawyerThe last step in a going public transaction is for the company to receive a stock trading or ticker symbol from the Financial Industry Regulatory Authority (“FINRA”).  For a company to obtain its ticker symbol, a sponsoring market maker ( Sponsoring Market Maker ) must sponsor the company s application and submit a Form 211 to FINRA on the issuer’s behalf.  Sponsoring Markets Makers have become... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/what-is-sponsoring-market-maker/

What is a Sponsoring Market Maker?


Securities Lawyer 101 Blog The last step in a going public transaction is for the company to receive a stock trading or ticker symbol from the Financial Industry Regulatory Authority (“FINRA”).  For a company to obtain its ticker sym...
http://www.securitieslawyer101.com/2014/sponsoring-market-maker-2/

Tuesday, December 23, 2014

SEC Proposes Exchange Act Registration Thresholds


Going Public LawyerClient Alert On December 18, 2014, the SEC issued proposals required by the JOBS Act intended to permit non-reporting issuers to delay or avoid becoming SEC reporting companies.  To accomplish this, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) was amended to increase the threshold number of record holders that triggering an issuer’s obligation to register the class of equity... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/sec-proposes-exchange-act-registration-thresholds-required-jobs-act/

NASAA Announces Form D Electronic Filing Portal


Going Public LawyerClient Alert The North American Securities Administrators Association (“NASAA”) has launched its Electronic Filing Depository (“EFD”) for Rule 506 Form D filings.  NASAA’s EFD was created to allow companies to post Form D’s for Rule 506 offerings online through NAASA’s EFD website.   Rule 506 of Regulation D is a safe harbor for private offerings under Section 4(a)(2) of the Securities Act. Issuers relying on the Rule 506 do... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/nasaa-announces-form-d-electronic-filing-portal/

SEC Updates Edgar Manual


Going Public LawyerClient Alert On December 15, 2014, the SEC updated Volume I and Volume II of its EDGAR Filer Manual . Changes to the Edgar Manual include: A new exhibit type EX 1.01 is now available on EDGARLink Online for submission form types SD and SD/A. Issuers filing a conflict minerals report should specify Item 1.02 on a Form SD or SD/A submission and attach... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/sec-updates-edgar-manual/

SEC Proposes Exchange Act Registration Thresholds Required by JOBS Act


Going Public LawyerClient Alert On December 18, 2014, the SEC issued proposals required by the JOBS Act intended to permit non-reporting issuers to delay or avoid becoming SEC reporting companies.  To accomplish this, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) was amended to increase the threshold number of record holders that triggering an issuer’s obligation to register the class of equity... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/sec-proposes-exchange-act-registration-thresholds-required-jobs-act/

Monday, December 22, 2014

Form F-1 Registration Statements


Going Public LawyerTypically, foreign companies seeking to raise capital attempt to obtain public company status.  Foreign companies that go public in the U.S. may complete a public offering by registering securities with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) or by registering a class of securities under the Securities Exchange Act of 1934 (the “Exchange Act”).... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/form-f-1-registration-statements/

SEC Charges Staten Island Company in Boiler Room Scheme Targeting Elderly


Going Public LawyerOn December 18, 2014, the Securities and Exchange Commission (“SEC”) charged a Staten Island company called Premier Links Inc. and its former president and two sales representative, Dwayne Malloy, Chris Damon, and Theirry Ruffin, with running a boiler room scheme that targeted seniors.  The SEC has warned of the vulnerability of the elderly and others to cold-calling campaigns in an... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/sec-charges-staten-island-company-boiler-room-scheme-targeting-elderly-investors/

SEC Charges Staten Island Company in Boiler Room Scheme Targeting Elderly Investors


On December 18, 2014, the Securities and Exchange Commission (“SEC”) charged a Staten Island company called Premier Links Inc. and its former president and two sales representative, Dwayne Malloy, Chris Damon, and Theirry Ruffin, with running a b...
http://www.securitieslawyer101.com/2014/sec-charges-staten-island-company-boiler-room-scheme-targeting-elderly-investors/

Fugitive Ponzi Schemer Uses Proceeds to Cryogenically freeze Wife


Ponzi schemes are nothing new, but unwary investors continue to fall for them, lured by the prospect of improbably large returns.  Typically, the scammers who run these frauds make few actual investments in the markets; they simply keep the money th...
http://www.securitieslawyer101.com/2014/fugitive-ponzi-schemer-uses-proceeds-cryogenically-freeze-wife/

Form S-3 Registration Statements


Going Public LawyerForm S-3 is a short-form registration statement that consists primarily of information about the specific transaction.  Only certain eligible issuers can register a securities offering on Form S-3 upon completion of their going public transaction.  Most of the information required by Regulation S-K can be incorporated by reference from the issuer s current and future periodic reports and proxy statements filed... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/form-s-3-registration-statement/

Secondary Registration Statements


Going Public LawyerSecurities Lawyer 101 Blog Going public transactions can be structured a variety of ways.  Many going public transactions involve the filing of a secondary registration statement with the Securities and Exchange Commission (“SEC”) registering shares held by existing stockholders so that the issuer can meet FINRA s requirements.This type of offering is known as a  secondary offering or secondary registration statement.  In a secondary... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/secondary-registration-statements/

Going Public Forms


Going Public LawyerOne of the primary purposes of the federal securities laws is to require companies making a public offering of securities to disclose material business and financial information so that investors may make informed investment decisions. The securities laws require issuers to file registration statements with the Securities and Exchange Commission, setting forth these disclosures, before offering their securities to the public. Many issuers... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/going-public-forms/

NASAA Launches Rule 506 Form D EFD


Securities Lawyer 101 Blog The North American Securities Administrators Association (“NASAA”) has launched its Electronic Filing Depository (“EFD”) for Rule 506 Form D filings.  NASAA’s EFD was created to allow companies to post Form D
http://www.securitieslawyer101.com/2014/nasaa-rule-506-form-d-efd/

SEC Proposes Amendments to Implement JOBS Act


Going Public LawyerOn December 19, 2014,  the Securities and Exchange Commission as mandated by the Jumpstart Our Business Startups Act (JOBS Act), approved the issuance of proposed amendments to revise the rules related to the thresholds for registration, termination of registration, and suspension of reporting under Section 12(g) of the Securities Exchange Act. Registration under the Exchange Act is accomplished on Form... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/sec-proposes-amendments-implement-jobs-act/

SEC Proposes Amendments to Implement JOBS Act


On December 19, 2014,  the Securities and Exchange Commission (the "SEC") as mandated by the Jumpstart Our Business Startups Act (JOBS Act), approved the issuance of proposed amendments to revise the rules related to the thresholds for registration,...
http://www.securitieslawyer101.com/2014/sec-proposes-amendments-implement-jobs-act/

Sunday, December 21, 2014

Money Laundering 101


Going Public LawyerSecurities Lawyer 101 Blog Posted By: Brenda Hamilton Attorney The Bank Secrecy Act (“BSA”) requires financial institutions in the United States to assist U.S. government agencies to detect and prevent money laundering activity. The BSA, also called the Currency and Foreign Transactions Reporting Act, was passed by Congress in 1970. The BSA s  regulations apply to broker-dealers as well as to banks and... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/money-laundering-activity/

OTCQB Quotation, Listing, Eligibility & Quotation


Going Public LawyerOTC Markets Group (“OTC Markets”) requires companies seeking quotation of their securities on the OTCQB® Venture Stage Marketplace (the “OTCQB”) have an initial and ongoing $0.01 per share minimum bid price, submit an initial OTCQB application, pay annual fees, and submit annual certifications to the OTC Markets. Companies that do not meet all of these requirements are demoted to the... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/otcqb-quotation-listing-eligibility-quotation/

OTC Link® ATS


Going Public LawyerOTC Link LLC (OTC Link) is owned by OTC Markets Group Inc.  OTC Link is an electronic inter-dealer quotation system that displays quotes from broker-dealers for many over-the-counter (OTC) securities.  OTC Link is registered with the SEC as a broker-dealer and as an alternative trading system, and is a member of FINRA.  Most of the issuers quoted by the OTC... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/otc-link-ats/

Listing on the OTCQX International


Going Public LawyerOTC Markets Group organizes securities into the OTCQX®, OTCQB® and OTC Pink® categories based on the level of disclosure provided and the listing fees paid by the issuer. The OTCQX tier is considered to be the highest tier offered by the OTC Markets and the most prestigious in going public transactions for issuers that unable to qualify for stock exchange... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/listing-otcqx-international/

The Roles of a Going Public Attorney


Going Public LawyerThe role of the going public attorney is one of the most important in the going public process. The going public attorneys at Hamilton & Associates Law Group have provided private companies with their going public solutions for over ten years. A skilled going public attorney can design and implement the going public structure most beneficial to your company without the risks associated with reverse merger transactions.... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/roles-going-public-attorney/

OTC Markets FAQ


What types of companies are traded on the OTCQX, OTCQB and OTC Pink marketplaces? Companies that trading on the OTC Markets span a broad range of sectors, from the ADRs of large cap conglomerates to small and micro-cap growth companies, SEC report...
http://www.securitieslawyer101.com/2014/otc-markets-faq/

The Going Public Lawyer’s Dictionary


Going Public LawyerThe Going Public Lawyer s Dictionary was created to assist companies to understand the terminology they will need to understand during their going public transaction. Accredited Investor An accredited investor  is defined in Rule 501 of Regulation D.  An accredited investor includes Acquisition An acquisition occurs when an individual or entity purchases a majority interest in another business entity. Annual Meeting... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/going-public-lawyers-dictionary/

Going Public Lawyer’s Guide to Going Public


Going Public LawyerThe Going Public Lawyers Guide to Going Public E-Book by Hamilton & Associates Securities Law Going Public transactions can be structured a number of ways.  Traditional sources of capital for companies include loans from financial institutions such as a bank, or from friends and family as well as receivable financing. Companies raising capital in going public transactions often do so by... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/going-public-lawyers-guide-to-going-public/

Practice Areas – The Going Public Lawyers


Going Public LawyerHamilton & Associates Law Group encompasses a wide variety of going public, corporate and securities law specialties, including, among others, continuing forensic analysis of domestic and international financial, stock trading, securities and money laundering transactions, general representation of private and public companies; all stages of capital formation transactions, from venture capital and private placements to initial and secondary public offerings... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/practice-areas-going-public-lawyers/

Services – Going Public Lawyers – Direct Public Offerings


Going Public LawyerThe going public lawyers at Hamilton & Associates Law Group provides private and public companies with representation in various types of going public transactions, securities related transactions, SEC disclosure, SEC defense, and business law. The services include Securities and Exchange Commission (SEC) disclosure and compliance, preparation and review of registration statements filed pursuant to the Securities Act of 1933 and the... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/services-going-public-lawyers/

Notable Representation – Hamilton & Associates


Going Public LawyerThe going public attorneys at Hamilton & Associates have represented issuers seeking to direct public offerings, secondary offerings andi nitial public offerings. The firm has represented more than 300 corporate entities and market participants in securities and corporate finance matters. The firm’s founder, securities lawyer, Brenda Hamilton, is recognized for her experience in forensic analysis of securities transactions involving trading activity, reverse mergers, short sales and securities transfers.... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/notable-representation/

Friday, December 19, 2014

Avon Products Charged with Foreign Corrupt Practices Act Violations


Going Public LawyerOn December 17, 2014, the Securities and Exchange Commission (the “SEC”) charged Avon Products Inc. with violating the Foreign Corrupt Practices Act (FCPA) by failing to put controls in place to detect and prevent payments and gifts to Chinese government officials from employees and consultants at a subsidiary. Avon entities agreed to pay a total of $135 million to settle... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/avon-products-charged-foreign-corrupt-practices-act-violations/

SEC Settles Charges Against Joseph Saranello


On December 17, 2014, the Securities and Exchange Commission (the “SEC”)  announced settled charges against Joseph Saranello who participated in a pump-and-dump scheme involving the stock of Rudy Nutrition. The SEC previously charged thirteen ot...
http://www.securitieslawyer101.com/2014/sec-settles-charges-joseph-saranello/

Avon Products Charged with Foreign Corrupt Practices Act Violations


On December 17, 2014, the Securities and Exchange Commission (the “SEC”) charged Avon Products Inc. with violating the Foreign Corrupt Practices Act (FCPA) by failing to put controls in place to detect and prevent payments and gifts to Chinese go...
http://www.securitieslawyer101.com/2014/avon-products-charged-foreign-corrupt-practices-act-violations/

Why Transfer Agent Rules Need to be Updated


On December 17, 2014, Luis A. Aguilar released a public statement about why the rules surrounding transfer agents should be updated and modernized.  Unfortunately, the rules governing transfer agents were adopted in the 70's and 80's and have not ke...
http://www.securitieslawyer101.com/2014/transfer-agent-rules-need-updated/

Wednesday, December 17, 2014

What is the Difference Between Form 10 and Form S-1 Registration Statements?


A registration statement on Form S-1 registers specific securities of a company.  Form S-1 can used to register shares for a company to sell to investors, specific shares for the company’s shareholders to resell.  Form S-1 can also be used to reg...
http://www.securitieslawyer101.com/2014/difference-form-10-form-s-1-registration-statements/

Monday, December 15, 2014

CANN Settles Lawsuit Against Stephen Calandrella


Going Public LawyerOn September 25, 2014, Advanced Cannabis Solutions, Inc. ( CANN ) sued Stephen G. Calandrella, one of the company s biggest investors.  Though that may seem paradoxical, CANN alleges in a lawsuit that Calandrella critically damaged the company.  Last spring, on March 27, the Securities and Exchange Commission (“SEC”) suspended trading in CANN s stock, citing “questions regarding whether certain undisclosed affiliates and shareholders... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/cann-settles-lawsuit-stephen-calandrella/

SEC Charges Treaty Energy, Management & Attorney


On December 15, 2014, Securities and Exchange Commission (the “SEC”) charged Treaty Energy Corporation, Ronald L. Blackburn, Andrew V. Reid, Bruce A. Gwyn, Michael A. Mulshine, Lee C. Schlesinger and Samuel E. Whitley with running a stock trading...
http://www.securitieslawyer101.com/2014/sec-charges-treaty-energy-management-attorney/

Doug Furth Indicted in Kickback Scheme


Going Public LawyerOn December 12, 2014, the  Securities and Exchange Commission ( SEC ) filed a civil injunctive action in the United States District Court for the Eastern District of New York, charging Douglas Furth, a stock promoter who resides in Solon, Ohio, with manipulating the common stock of SearchPath HCS, Inc. ( SearchPath ).  On the same day Furth was criminal charged in connection with the... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/doug-furth-charged-securities-fraud/

Doug Furth Charged With Securities Fraud


On December 12, 2014, the Securities and Exchange Commission ("SEC") filed a civil injunctive action in the United States District Court for the Eastern District of New York, charging Douglas Furth, a stock promoter who resides in Solon, Ohio, with m...
http://www.securitieslawyer101.com/2014/doug-furth-charged-securities-fraud/

Sunday, December 14, 2014

The Going Public Attorney's Document Review


Securities Lawyer 101 Blog The securities laws require companies to disclose a myriad of facts during the going public process. These stringent disclosure requirements apply to private companies going public on national securities exchanges and OT...
http://www.securitieslawyer101.com/2013/going-public-attorney-review/

The Going Public Attorney's Document Review


Securities Lawyer 101 Blog The securities laws require companies to disclose a myriad of facts during the going public process. These stringent disclosure requirements apply to private companies going public on national securities exchanges and OT...
http://www.securitieslawyer101.com/2013/going-public-attorney-review/

Tuesday, December 9, 2014

Attorney Richard Weed Indicted After Reverse Merger


Going Public LawyerOn December 4, 2014, Richard Weed ( Weed ), a securities lawyer, was indicted on eleven criminal charges by a grand jury in the U.S. District Court for the District of Massachusetts in connection with an alleged pump-and-dump scheme that defrauded investors in CitySide Tickets Inc., formerly Amogear Inc.  The indictment charges Weed with one count of conspiracy to commit securities fraud and... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/richard-weed-indicted-reverse-merger/

Richard Weed Indicted After Reverse Merger


On December 4, 2014, Richard Weed ("Weed"), a securities lawyer, was indicted on eleven criminal charges by a grand jury in the U.S. District Court for the District of Massachusetts in connection with an alleged pump-and-dump scheme that defrauded in...
http://www.securitieslawyer101.com/2014/richard-weed-indicted-reverse-merger/

Section 3(a)(10) l The Paper Crime Exemption


Securities Lawyer 101 Blog Section 3(a)(10) of the Securities Act of 1933 (the "Securities Act") provides an exemption from registration that permits a company to issue common stock to public investors "in exchange for one or more bona fide outstand...
http://www.securitieslawyer101.com/2014/section-3-a-10-2/

SEC Sanctions Firms For Lack of Auditor Independence


On December 8, 2014, the Securities and Exchange Commission (the "SEC") sanctioned eight firms for violating auditor independence rules when they prepared the financial statements of brokerage firms that were their audit clients.   The SEC determin...
http://www.securitieslawyer101.com/2014/sec-sanctions-firms-lack-auditor-independence/

SEC Sanctions Bitcoin Stock Exchange Operator


On December 8, 2014, the Securities and Exchange Commission (the “SEC”) announced sanctions against a computer programmer for operating two online venues that traded securities using virtual currencies Bitcoin or Litecoin without being registered...
http://www.securitieslawyer101.com/2014/sec-sanctions-bitcoin-stock-exchange-operator/

Friday, December 5, 2014

SEC Targets Another Promoter For a Reverse Merger Scheme


  Securities Law Blog Yesterday, the Securities and Exchange Commission (the "SEC") charged another promoter in connection with a reverse merger issuer.  Matthew Carley, a penny stock promoter in Montana with orchestrating a fraudulent pump-...
http://www.securitieslawyer101.com/2014/sec-targets-another-promoter-reverse-merger-scheme/

SEC Charges Traders Cafe Founders as Unregistered Brokers


The Securities & Exchange Commission (the "SEC") announced securities fraud charges against Albert J. Scipione and Matthew P. Ionno who they allege pursued investors to set up accounts at their Traders Café for day trading.  Traders Café fun...
http://www.securitieslawyer101.com/2014/sec-charges-traders-cafe-founders-unregistered-brokers/

Thursday, December 4, 2014

SEC Announces Securities Fraud Charges in Senior Residency Scam


Going Public LawyerSecurities Law Blog On December 3, 2014, the Securities and Exchange Commission (the “SEC”) announced securities fraud charges against Laurie Bebo and John Buono two executives at an assisted living facility accused of listing fake occupants to meet the requirements to operate the facilities. The SEC Enforcement Division alleges that then-CEO Laurie Bebo and then-CFO John Buono devised the securities... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/sec-announces-securities-fraud-charges-senior-residency-scam/

Monday, December 1, 2014

FINRA’s OTCBB Replacement To Report Six Digit Trade Prices


Going Public LawyerSecurities Lawyer 101 Blog Recently, the Financial Industry Regulatory Authority (“FINRA”) announced its intention to shut down the OTCBB.com website it had run for many years. FINRA originally tried to sell the site and the accompanying trading platform, but the effort failed as OTC Markets Group s OTC Link became the platform of choice for nearly all OTC issuers. That was... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/finras-otcbb-replacement-report-six-digit-trade-prices/

FINRA's OTCBB Replacement To Report Six Digit Trade Prices


Securities Lawyer 101 Blog Recently, the Financial Industry Regulatory Authority (“FINRA”) announced its intention to shut down the OTCBB.com website it had run for many years. FINRA originally tried to sell the site and the accompanying trading...
http://www.securitieslawyer101.com/2014/finras-otcbb-replacement-report-six-digit-trade-prices/

Sunday, November 30, 2014

The SEC Pursues Shell Packer, Joseph Meuse – Again


Going Public LawyerSecurities Law Blog On November 25, 2014, the Securities & Exchange Commission (the “SEC”) announced administrative proceedings against Joseph Meuse pursuant to Section 15(b) of the Securities Exchange Act of 1934 (“Exchange Act”).  According to the SEC, from April 2004 through at least September 2009, Meuse was the founder, president and sole owner of Belmont Partners, LLC (“Belmont”), a shell... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/sec-pursues-shell-packer-joseph-meuse-again/

The SEC Pursues Shell Packer, Joseph Meuse - Again


Securities Law Blog On November 25, 2014, the Securities & Exchange Commission (the “SEC”) announced administrative proceedings against Joseph Meuse pursuant to Section 15(b) of the Securities Exchange Act of 1934 (“Exchange Act”).  Acc...
http://www.securitieslawyer101.com/2014/sec-pursues-shell-packer-joseph-meuse-again/

Monday, November 24, 2014

Feds to Auction Silk Road Bitcoins Belonging to Ross William Ulbricht


Last week, the US Marshals Service announced that it will hold an auction on December 4, to sell 50,000 bitcoins that belong to Ross William Ulbricht.  Ulbricht is alleged to have operated the first Silk Road website that was often used for illegal...
http://www.securitieslawyer101.com/2014/feds-auction-silk-road-bitcoins-belonging-ross-william-ulbricht/

Trends in Bitcoin Regulation


Securities Law Blog On October 27, 2014, FinCEN issued two administrative rulings to companies seeking guidance on whether a company would be required to register as an MSD as defined under the BSA and be subject to the required reporting, recordkee...
http://www.securitieslawyer101.com/2014/trends-bitcoin-regulation/

SEC Charges Forum National Investments Executives and Promoters in Pump and Dump Scheme


On November 18, 2014, the Securities and Exchange Commission (“SEC”) charged Forum National Investments Ltd. (FMNL), a Canadian life settlement company, its CEO, and several associates with fraud committed in connection with a pump and dump schem...
http://www.securitieslawyer101.com/2014/sec-charges-forum-national-investments-executives-promoters-pump-dump-scheme/

Thursday, November 20, 2014

SEC Suspends Trading in Ebola Tickers


The Securities and Exchange Commission (the "SEC") suspended trading in four companies that claim to be developing products or services in response to the Ebola outbreak, citing a lack of publicly available information about the companies’ operatio...
http://www.securitieslawyer101.com/2014/sec-suspends-trading-ebola-tickers/

Tuesday, November 18, 2014

Cytta Corp Announces Corporate Hijacking


Securities Lawyer 101 Blog On November 5, 2014, Cytta Corp., a (CYTA), filed a report on Form 8-K reflecting that it had been the victim of a corporate hijacking.  According to its Form 8-K, Cytta learned that unauthorized persons accessed the Nev...
http://www.securitieslawyer101.com/2014/cytta-corp-announces-corporate-hijacking/

Monday, November 17, 2014

Joseph Noel Charged In Stock Scalping Scheme


Securities Lawyer 101 Blog On November 17, 2014, the Securities and Exchange Commission (the “SEC”) charged Joseph Noel, the Chief Executive Officer of YesDTC Holdings, a San Francisco-based penny stock company. Yoel is charged with defrauding...
http://www.securitieslawyer101.com/2014/joseph-noel-charged-stock-scalping-scheme/

SEC Charges Eric Van Nguyen, Jay Fung and Anthony Thompson


On November 17, 2014, the Securities and Exchange Commission (the “SEC”) charged three penny stock promoters with conducting pump-and-dump schemes involving stocks they were touting in purported independent newsletters.  The SEC’s Division of ...
http://www.securitieslawyer101.com/2014/sec-charges-anthony-thompson-jay-fung-eric-van-nguyen/

Investment Newsletters 101 By: Brenda Hamilton, Attorney


Securities Lawyer 101 Blog The Securities and Exchange Commission (“SEC”) recently issued an Investor Alert warning about the use of investment newsletters and emails as tools for fraud.  In this digital age, sensible people know they should ...
http://www.securitieslawyer101.com/2014/investment-newsletters/

SEC Charges Eric Van Nguyen, Jay Fung and Anthony Thompson


On November 17, 2014, the Securities and Exchange Commission (the “SEC”) charged three penny stock promoters with conducting pump-and-dump schemes involving stocks they were touting in purported independent newsletters.  The SEC’s Division of ...
http://www.securitieslawyer101.com/2014/sec-charges-anthony-thompson-jay-fung-eric-van-nguyen/

Joseph Noel Charged In Stock Scalping Scheme


Securities Lawyer 101 Blog On November 17, 2014, the Securities and Exchange Commission (the “SEC”) charged Joseph Noel, the Chief Executive Officer of YesDTC Holdings, a San Francisco-based penny stock company. Yoel is charged with defrauding...
http://www.securitieslawyer101.com/2014/joseph-noel-charged-stock-scalping-scheme/

Offshore Crowdfunding Portals Are Not Shielded From Liability Under U.S. Securities Laws


Going Public LawyerThe SEC’s recent Cease and Desist order against  Eureeca Capital demonstrates that we may begin to see enforcement activity involving offshore crowdfunding portals soliciting investments from U.S. investors.  In Eureeca, its website claimed, “Eureeca is the first global crowdinvesting platform where businesses raise capital to expand and grow from a crowd of investors in exchange for shares in their business.”... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/offshore-crowdfunding-portals-shielded-liability-u-s-securities-laws/

Why BrokerCheck is Overrated


Going Public LawyerSecurities Law Blog The Financial Industry Regulatory Authority s BrokerCheck is a free tool available to the public that provides some information about the professional backgrounds of brokerage firms and brokers currently or formerly registered with FINRA or a national securities exchange.  It provides similar information for current or former investment adviser firms and representatives. BrokerCheck information is derived from filings... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/brokercheck-overrated/

Sunday, November 16, 2014

FINRA Investor Survey Reveals Support for Regulatory Protections


Securities Law Blog The Financial Industry Regulatory Authority (FINRA) recently released a survey of U.S. investors designed to measure perceptions of fairness and to gauge demand for additional regulatory protections.   FINRA's Investor Survey wa...
http://www.securitieslawyer101.com/2014/finra-investor-survey-reveals-support-regulatory-protections/

CFTC Addresses the Use of Rule 506 By Commodity Pool Operators


Securities Law Blog The Commodity Futures Trading Commission (the “CFTC”) recently issued an Exemptive Relief letter No. 14-116 allowing certain operators of commodity pools (Commodity Pool Operators) to engage in general solicitation and adve...
http://www.securitieslawyer101.com/2014/cftc-addresses-use-rule-506-commodity-pool-operators/

FINRA Addresses Confidentiality Provisions In Notice 14-40


Securities Law Blog In  FINRA Regulatory Notice 14-40, members are cautioned that it is a violation of FINRA Rule 2010- Standards of Commercial Honor and Principles of Trade- to incorporate confidentiality provisions into settlement agreements wher...
http://www.securitieslawyer101.com/2014/finra-addresses-confidentiality-provisions-notice-14-40/

Friday, November 14, 2014

NASDAQ Submits Proposals Requiring Public Disclosure of Denied Listing Applications


NASDAQ Submits Proposals Requiring Public Disclosure of Denied Listing Applications On October 30, 2014, NASDAQ submitted a proposal addressing initial NASDAQ listing applications.  The proposals include that a company could withdraw its initial...
http://www.securitieslawyer101.com/2014/nasdaq-submits-proposals-requiring-public-disclosure-denied-listing-applications/

Medbox, Inc. Announces SEC Investigation


Securities Lawyer 101 Blog On November 12, 2014, Medbox, Inc. (MDBX) put an end to nearly two weeks of speculation by acknowledging in its 10-Q for the period ended September 30 that the company has received a formal notice of investigation from the...
http://www.securitieslawyer101.com/2014/medbox-inc-announces-sec-investigation/

Wednesday, November 12, 2014

Belizean Judge Removes Asset Freeze in Robert Bandfield Case


On November 10, 2014, Belizean Chief Justice Kenneth Benjamin ordered the removal of a freeze on accounts owned by six defendants in what the U.S. government describes as a $500 million fraud case.  The U.S. alleges that three Belize broker-dealers,...
http://www.securitieslawyer101.com/2014/judge-removes-asset-freeze-robert-bandfield-case/

Belizean Judge Removes Asset Freeze in Bandfield Case


On November 10, 2014, Belizean Chief Justice Kenneth Benjamin ordered the removal of a freeze on accounts owned by six defendants in what the U.S. government describes as a $500 million fraud case.  The U.S. alleges that three Belize broker-dealers,...
http://www.securitieslawyer101.com/2014/belizean-judge-removes-asset-freeze-bandfield-case/

SEC Censures Crowdfunding Website For Selling to US Investors


Securities Law Blog On November 12, 2014, the Securities and Exchange Commission (the "SEC") censured Eureeca.com, a Cayman Islands-based crowdfunding website for its failure to implement procedures "reasonably designed" to prevent U.S. investors fr...
http://www.securitieslawyer101.com/2014/sec-censures-crowdfunding-website-selling-us-investors/

Monday, November 10, 2014

Second Incarnation of Silk Road Bitcoin Shop Shut Down


On November 6, 2014, U.S. District Attorney's Office for the Southern District of New York, the Federal Bureau of Investigation (“FBI”) and Homeland Security Investigations (“HSI”) announced the arrest of Blake Benthall in connection with his...
http://www.securitieslawyer101.com/2014/second-incarnation-silk-road-bitcoin-shop-shut/

Sunday, November 9, 2014

Investment Newsletters 101 By: Brenda Hamilton Attorney


Securities Lawyer 101 Blog The Securities and Exchange Commission (“SEC”) recently issued an Investor Alert warning about the use of investment newsletters and emails as tools for fraud.  In this digital age, sensible people know they should be...
http://www.securitieslawyer101.com/2014/investment-newsletters/

Thursday, November 6, 2014

How Form S-1 and Form 10 Registration Statements Are Different


Going public often refers to the process of a company filing a registration statement under the Securities Act of 1933, as amended to register securities for public sale.  Unlike Form S-1, a Registration statement on Form 10 registers a class of sec...
http://www.securitieslawyer101.com/2014/s-1-form-10-registration-statements-different/

How Form S-1 and Form 10 Registration Statements Are Different


Going Public LawyerGoing public often refers to the process of a company filing a registration statement under the Securities Act of 1933, as amended to register securities for public sale.  Unlike Form S-1, a Registration statement on Form 10 registers a class of securities such as common or preferred stock pursuant to Section 12(b) or 12 (g) of the Securities Exchange Act... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/s-1-form-10-registration-statements-different/

Wednesday, November 5, 2014

How S-1 and Form 10 Registration Statements Are Different


Going public often refers to the process of a company filing a registration statement under the Securities Act of 1933, as amended to register securities for public sale.  Unlike Form S-1, a Registration statement on Form 10 registers a class of sec...
http://www.securitieslawyer101.com/2014/s-1-form-10-registration-statements-different/

SEC Sanctions 10 Issuers for Form 8-K Failures


On November 5, 2014, the Securities and Exchange Commission (the “SEC”) announced enforcement actions against 10 companies for failing to file Current Reports on Form 8-K disclosing financing deals and other unregistered securities sales that dil...
http://www.securitieslawyer101.com/2014/sec-sanctions-10-issuers-form-8-k-failures/

What is the Difference Between Form 10 and Form S-1 Registration Statements?


A registration statement on Form S-1 registers specific securities of a company.  Form S-1 can used to register shares for a company to sell to investors, specific shares for the company’s shareholders to resell.  Form S-1 can also be used to reg...
http://www.securitieslawyer101.com/2014/difference-form-10-form-s-1-registration-statements/

Tuesday, November 4, 2014

SEC Obtains Judgments Against James Wheeler and MicroHoldings


Securities Lawyer 101 - Securities Law Blog On October 31, 2014, the Securities & Exchange Commission (the “SEC”) obtained judgments MicroHoldings US, Inc., and its Chief Executive Officer, James Wheeler, in a securities fraud action that ...
http://www.securitieslawyer101.com/2014/sec-obtains-judgments-james-wheeler-microholdings/

The SEC Investigates Bitcoin Companies


Bitcoin blogs have been buzzing recently with news of an SEC investigation into cryptocurrency companies that the agency apparently believes have engaged in potentially illegal securities issuances.  Bitcoin has been controversial since it was “in...
http://www.securitieslawyer101.com/2014/sec-investigates-bitcoin-companies/

The SEC Investigates Bitcoin Companies


Going Public LawyerBitcoin blogs have been buzzing recently with news of an SEC investigation into cryptocurrency companies that the agency apparently believes have engaged in potentially illegal securities issuances.  Bitcoin has been controversial since it was “invented” several years ago, in large part because ownership, and transactions made using it, are anonymous and, supporters claim, untraceable. Earlier this year, bitcoin came to... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/sec-investigates-bitcoin-companies/

Monday, November 3, 2014

Corporate Hijackings 101


Going Public LawyerSecurities Lawyer 101 Blog Corporate hijackings, also known as corporate identity theft, of public shell companies has been around for more than a decade.  It is a growing method used by fraudsters to acquire control of publicly traded shell companies to use in reverse merger transactions involving private companies seeking to go public. Recent SEC cases against hijackers have unraveled a myriad of hijacking schemes varying... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/corporate-hijackings-public-companies/

Sunday, November 2, 2014

Brenda Hamilton Securities Attorney


Going Public LawyerBrenda Hamilton, our law firm’s founder and a securities lawyer has counseled clients in legal and compliance matters involving securities and financial transactions including underwritten and direct public offerings, equity and debt offerings, corporate legal and compliance matters and restructurings,  go public direct transactions and disclosures, corporate identity theft and hostile takeovers. Brenda Hamilton as a securities lawyer assists clients... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/brenda-hamilton/

Crowdfunding a Going Public Transaction


The Securities and Exchange Commission (“SEC”) rules for crowdfunding remain in limbo, but 12 states have passed legislation allowing intrastate crowdfunding.  The SEC as well as state securities regulators have provided meaningful guidance addr...
http://www.securitieslawyer101.com/2014/crowdfunding-a-going-public-transaction/

Crowdfunding a Texas Intrastate Offering


Texas is the latest state to embrace equity crowdfunding.  On October 22, 2014, the Texas State Securities Board approved proposed Rule 139.25, which exempts intrastate securities offerings using crowdfunding.  Rule 139.25 will become effective nex...
http://www.securitieslawyer101.com/2014/crowdfunding-a-texas-intrastate-offering/

OTC Markets Rules for OTCQB Companies : By Brenda Hamilton Attorney


OTC Pink Paper Series Posted by Brenda Hamilton Attorney In May of this year, the OTC Markets' new rules for OTCQB stocks were implemented, as promised.  The changes took many issuers and investors by surprise adding significant costs to the go...
http://www.securitieslawyer101.com/2014/otc-markets-rules/

SEC and FINRA Issue Investor Alert About Dormant Shell Companies


[caption id="attachment_21054" align="alignright" width="278"] Dormant Shells Are Evil - Beware[/caption] The Securities and Exchange Commission (the "SEC") as well as the Financial Industry Regulatory Authority recently issued an alert warning in...
http://www.securitieslawyer101.com/2014/sec-finra-issue-investor-alert-dormant-shell-companies/

Wednesday, October 29, 2014

Attorney Kenneth Eade Barred from Practicing Before the SEC


Securities Lawyers Gone Wild Series On October 28, 2014, the Securities and Exchange Commission (“SEC”) announced the settlement of an administrative proceeding brought by the agency against Kenneth G. Eade, an attorney licensed to practice in California, but living in Paris, France.  By agreeing to the suspension, Eade accepted a suspension from practicing law before the SEC for a period... Read More
http://www.securitieslawyer101.com/2014/attorney-kenneth-eade-barred-from-practicing-before-the-sec/

Tuesday, October 28, 2014

Crowdfunding a Going Public Transaction


The Securities and Exchange Commission (“SEC”) rules for crowdfunding remain in limbo, but 12 states have passed legislation allowing intrastate crowdfunding.  The SEC as well as state securities regulators have provided meaningful guidance addressing intrastate crowdfunding. One benefit of intrastate crowdfunding is that while it will not give a company public company status, if structured properly, it can serve as... Read More
http://www.securitieslawyer101.com/2014/crowdfunding-a-going-public-transaction/

Crowdfunding a Texas Intrastate Offering


Texas is the latest state to embrace equity crowdfunding.  On October 22, 2014, the Texas State Securities Board approved proposed Rule 139.25, which exempts intrastate securities offerings using crowdfunding.  Rule 139.25 will become effective next month.   The new Texas exemption requires that offers and sales of an issuer s securities be made exclusively through an Internet website operated by a Texas... Read More
http://www.securitieslawyer101.com/2014/crowdfunding-a-texas-intrastate-offering/

Wednesday, October 22, 2014

Section 12 – Termination of Registration and Trading Suspensions


Going Public LawyerSecurities Law Blog SEC proceedings for registration revocations and trading suspensions have become somewhat common in the microcap markets since the Securities and Exchange Commission (“SEC”) started its Operation Shell Expel initiative.  Proceedings under Section 12(j) are frequently initiated when an SEC reporting company has a  history of delinquent periodic reports and filings.Section 13(a) of the Securities Exchange Act of 1934,... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/section-12-termination-registration-trading-suspensions/

Section 12 - Termination of Registration and Trading Suspensions


Securities Law Blog SEC proceedings for registration revocations and trading suspensions have become somewhat common in the microcap markets since the Securities and Exchange Commission (“SEC”) started its Operation Shell Expel initiative.  ...
http://www.securitieslawyer101.com/2014/section-12-termination-registration-trading-suspensions/

Tuesday, October 21, 2014

Stock Spin-Offs 101


Securities Lawyer 101 Blog A spin-off ("Spin-off”) involves a transaction in which a parent company (“Parent”) distributes securities of its subsidiary (“Subsidiary”) to the Parent’s stockholders so that the Subsidiary becomes a separa...
http://www.securitieslawyer101.com/2014/stock-spin-offs-101/

Stock Spin-Offs 101


Securities Lawyer 101 Blog A spin-off ("Spin-off”) involves a transaction in which a parent company (“Parent”) distributes securities of its subsidiary (“Subsidiary”) to the Parent’s stockholders so that the Subsidiary becomes a separa...
http://www.securitieslawyer101.com/2014/stock-spin-offs-101/

Ebola Stock Scams – FINRA Risk Alert


Securities Law Blog The Financial Industry Regulatory Authority (“FINRA”) recently issued a Risk Alert about Ebola Stock Scams. The Risk Alert warns investors about potential investment scams involving companies that claim to be involved in th...
http://www.securitieslawyer101.com/2014/ebola-stock-scams-finra-risk-alert/

Judgment Entered Against James Crane CFO of Subaye


On October 20, 2014, the Securities and Exchange Commission (the “SEC”) announced a final judgment, in an enforcement action filed by the SEC in May 2013, against James Crane, the former Chief Financial Officer of Subaye, Inc., a company based in...
http://www.securitieslawyer101.com/2014/judgment-entered-james-crane-cfo-subaye/

Monday, October 20, 2014

SEC Announces Date for Small Business Forum on Capital Formation


On October 16, 2014, the Securities and Exchange Commission announced that it will hold its annual Government-Business Forum on Small Business Capital Formation at its Washington, D.C. headquarters on November 20. The morning session of the forum wi...
http://www.securitieslawyer101.com/2014/sec-announces-date-small-business-forum-capital-formation/

DTC Removes Global Lock of Veltex Corporation’s Securities


Going Public LawyerEffective October 17, 2014, the Depository Trust Company ( DTCC ) has reinstated services for the securities of Veltex Corporation ( Veltex ), and the Global Lock of its securities has been removed. Stephen G. Macklem, CFO of Veltex quantified in a statement, Veltex, thru the retention of the Law Offices of Hamilton & Associates Law Group, P.A. and its principal Veltex attorney Brenda L. Hamilton,... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/dtc-removes-global-lock-veltex-corporations-securities/

DTC Removes Global Lock of Veltex Corporation's Securities


Effective October 17, 2014, the Depository Trust Company ("DTCC") has reinstated services for the securities of Veltex Corporation ("Veltex"), and the Global Lock of its securities has been removed. Stephen G. Macklem, CFO of Veltex quantified i...
http://www.securitieslawyer101.com/2014/dtc-removes-global-lock-veltex-corporations-securities/

SEC Announces Date for Small Business Forum on Capital Formation


Going Public LawyerOn October 16, 2014, the Securities and Exchange Commission announced that it will hold its annual Government-Business Forum on Small Business Capital Formation at its Washington, D.C. headquarters on November 20. The morning session of the forum will feature panel discussions on the definition of an accredited investor and secondary market liquidity for securities of small businesses.  During the afternoon... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/sec-announces-date-small-business-forum-capital-formation/

Saturday, October 18, 2014

Going Public Lawyer Bootcamp l Going Public l SEC Law


Securities Lawyer 101 Blog Getting a Shareholder Base The going public process involves a number of steps that vary depending on the characteristics of the private company wishing to go public, and whether it will become a Securities and Excha...
http://www.securitieslawyer101.com/2014/going-public-lawyer-bootcamp/

Thursday, October 16, 2014

Founder of iShopNoMarkup.com Found Guilty


Securities Law Blog On October 14, 2014, a jury in federal court in Central Islip, New York returned a verdict in favor of the Securities and Exchange Commission (the “SEC”) finding the former Chairman of failed Long Island-based internet startu...
http://www.securitieslawyer101.com/2014/founder-ishopnomarkup-com-found-guilty/

Tuesday, October 14, 2014

Restrictive Legends 101


Securities Lawyer 101 Blog The Securities Act of 1933, as amended (the “Securities Act”) does not require that issuers place restrictive legends (“Restrictive Legends”) on certificates representing restricted securities.   It has become r...
http://www.securitieslawyer101.com/2012/restrictive-legends/

Monday, October 13, 2014

Going Public Lawyer Bootcamp l Going Public l SEC Law


Going Public LawyerSecurities Lawyer 101 Blog Blog 1 l Getting a Shareholder Base The going public process involves a number of steps that vary depending on the characteristics of the private company wishing to go public, and whether it will become a Securities and Exchange Commission (“SEC”) reporting company. All companies seeking public company status must meet certain requirements in order for their securities... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/going-public-lawyer-bootcamp/

Sunday, October 12, 2014

Risk Alert – Penny Stock Deposits


Going Public LawyerSecurities Lawyer 101 Securities Law Blog On September 9, 2014, the Securities and Exchange Commission (the SEC ) published a Risk Alert concerning the obligations of broker-dealers who engage in unregistered transactions on behalf of their customers.  The SEC publication of the staff guidance was accompanied by the announcement of an enforcement action against two E*TRADE Subsidiaries for improperly selling billions of shares... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/risk-alert-penny-stock-deposits/

Guide to Raising Capital and Going Public


The two primary sets of federal securities laws that come into play when a company wants to offer and sell its securities and go public are the Securities Act of 1933 ("Securities Act"), and the Securities Exchange Act of 1934 ("Exchange Act"). ...
http://www.gopublic101.com/guide-raising-capital-going-public/

Risk Alert - Penny Stock Deposits


Securities Lawyer 101 - Securities Law Blog On September 9, 2014, the Securities and Exchange Commission (the "SEC") published a Risk Alert concerning the obligations of broker-dealers who engage in unregistered transactions on behalf of their custo...
http://www.securitieslawyer101.com/2014/risk-alert-penny-stock-deposits/

Proposals For DTC Chills and Global Locks Withdrawn


Securities Lawyer 101 Blog On December 18, 2013, the Depository Trust Company (“DTC”) submitted a proposed rule change to the Securities and Exchange Commission (“SEC”), which regulates its activities.  Its aim was to “specify procedure...
http://www.securitieslawyer101.com/2014/proposals-dtc-chills-global-locks-withdrawn/

Saturday, October 11, 2014

SEC Obtains Final Judgment Entered Against 8000 Inc. CEO, Thomas Kelly


Securities Lawyer 101 - Securities Law Blog On October 9, 2014, the Securities and Exchange Commission (the “SEC”) announced that the U.S. District Court for the Southern District of New York entered a Final Judgment against Thomas Kelly, the f...
http://www.securitieslawyer101.com/2014/sec-obtains-final-judgment-entered-8000-inc-ceo-thomas-kelly/

DTC Conspiracy Theories On the Rise


 Securities Lawyer 101 Blog The Depository Trust Company (DTC) is the only stock depository in the United States. When DTC provides services as the depository for an issuer’s securities, its securities can trade electronically. Without DTC elig...
http://www.securitieslawyer101.com/2014/dtc-chill/

Thursday, October 9, 2014

SEC Charges E*TRADE Subsidiaries With Improperly Selling Penny Stocks


Securities Lawyer 101 Blog On October 9, 2014, the Securities and Exchange Commission (the “SEC”) announced an enforcement action against current and former brokerage subsidiaries of E*TRADE Financial Corporation. According to the SEC charges, E...
http://www.securitieslawyer101.com/2014/sec-charges-etrade-subsidiaries-improperly-selling-penny-stocks/

Wednesday, October 8, 2014

The Purpose of Registration Statements Under the Securities Act of 1933


Going Public LawyerSecurities Lawyer 101 Blog The Securities Act of 1933 (the Securities Act ) is referred to as the truth in securities act. The Securities Act has two stated goals. These are to require that issuers provide investors with financial and other significant information concerning securities being offered for public sale, and to prohibit deceit, misrepresentations, and other fraud in the sale of securities.... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/purpose-registration-statements-securities-act-1933/

The Purpose of Registration Statements Under the Securities Act of 1933


Securities Lawyer 101 Blog The Securities Act of 1933 (the "Securities Act") is referred to as the "truth in securities" act. The Securities Act has two stated goals. These are to require that issuers provide investors with financial and other si...
http://www.securitieslawyer101.com/2014/purpose-registration-statements-securities-act-1933/

Geoffrey Eiten Ordered to Pay Over $700,000 In SEC Case


Securities Lawyer 101 Blog On October 8, 2014, the Securities and Exchange Commission (the "SEC") announced that the U.S. District Court for the District of Massachusetts entered a final judgment against stock promoter Geoffrey Eiten.  Eiten is a...
http://www.securitieslawyer101.com/2014/geoffrey-eiten-ordered-pay-700000-sec-case/

Monday, October 6, 2014

Robert Kelly Sentenced to 27 Months For Securities & Wire Fraud


On September 23, 2014, Robert Kelly, the former chief executive officer of Wwebnet, Inc. (“Wwebnet”), a software development company, was sentenced to 27 months in prison beginning on November 3, 2014.   Kelly is also subject to three years sup...
http://www.securitieslawyer101.com/2014/robert-kelly-sentenced-27-months-securities-wire-fraud/

SEC Addresses the Intrastate Crowdfunding Exemption


Securities Law Blog On October 2, 2014, the Securities and Exchange Commission issued an updated compliance and disclosure interpretation addressing intrastate crowdfunding and Rule 147 of the Securities Act of 1933, as amended (the “Securities Ac...
http://www.securitieslawyer101.com/2014/sec-addresses-intrastate-crowdfunding-exemption/

Friday, October 3, 2014

Prospectus Delivery Requirements l Going Public Bootcamp


Securities Lawyer 101 Blog Under the Securities Act of 1933 as amended (the "Securites Act"), a Company that conducts an initial public offering ("IPO") including in a going public transaction must adequately disclose material information to investo...
http://www.securitieslawyer101.com/2014/prospectus/

Prospectus Delivery Requirements l Going Public Bootcamp


Securities Lawyer 101 Blog Under the Securities Act of 1933 as amended (the "Securites Act"), a Company that conducts an initial public offering ("IPO") including in a going public transaction must adequately disclose material information to investo...
http://www.securitieslawyer101.com/2014/prospectus-delivery-requirements/

What Disclosure Is Really Required For Investor Relations Firms?


We are often contacted by investors, stock promoters and investor relations firms after the SEC or DOJ brings an action against stock promoters.  We are asked a myriad of questions about the disclosures that must be provided in promotional websites,...
http://www.securitieslawyer101.com/2014/disclosure-investor-relations/

What Disclosure Is Really Required For Investor Relations Firms?


We are often contacted by investors, stock promoters and investor relations firms after the SEC or DOJ brings an action against stock promoters.  We are asked a myriad of questions about the disclosures that must be provided in promotional websites,...
http://www.securitieslawyer101.com/2014/disclosure-investor-relations/

Dickson Lee of L & L Energy Pleads Guilty to Securities Fraud


On September 23, 2014, Dickson Lee, former CEO of Seattle-based L & L Energy, plead guilty to two counts of securities fraud.  The plea was announced by the U.S. Attorney's Office for the Western District of Washington.  L & L was once list...
http://www.securitieslawyer101.com/2014/dickson-lee-l-l-energy-pleads-guilty-securities-fraud/

Thursday, October 2, 2014

Raising Capital and Going Public Guide 2014


Securities Law 101 Blog The SEC Recently published its guide to going public and securities laws impacting small business. The guide is designed to assist small businesses with understanding the securities laws and going public process. The guide in...
http://www.securitieslawyer101.com/2014/raising-capital-and-going-public-guide/

Wednesday, October 1, 2014

Keeping Draft Form S-1 Registration Statements Confidential


Securities Lawyer 101 Blog The Jumpstart Our Business Startups Act (the “JOBS Act”) allows an “emerging growth company” to submit a draft of its registration statement and exhibits to the Securities and Exchange Commission (the “SEC”) ...
http://www.securitieslawyer101.com/2014/draft-registration-statements/

Tuesday, September 30, 2014

Form 10-K Attorneys l Securities Lawyer 101


It is that time of year and SEC reporting companies with a December 31 year end must file their annual reports on Form 10-K this month.  Form 10-K attorneys will tell you that the report is the most comprehensive of the year.   This is because Fo...
http://www.securitieslawyer101.com/2014/form-10-k-attorneys/

Monday, September 29, 2014

The Accredited Investor Exemption l Section 4(a)(5)


Securities Lawyer 101 Blog Offers and sales of securities must be either registered with the Securities andExchange Commission (the "SEC") or be exempt from registration. Section 4(a)(5) of the Securities Act of 1933, as amended exempts from th...
http://www.securitieslawyer101.com/2014/accredited-investor-exemption/

The Accredited Investor Exemption l Section 4(a)(5)


Securities Lawyer 101 Blog Offers and sales of securities must be either registered with the Securities andExchange Commission (the "SEC") or be exempt from registration. Section 4(a)(5) of the Securities Act of 1933, as amended exempts from th...
http://www.securitieslawyer101.com/2014/accredited-investor-exemption/

Sunday, September 28, 2014

The SEC’s XBRL Interactive Data l Securities Lawyer 101


Going Public LawyerSecurities Lawyer 101 Blog The use of eXtensible Business Reporting Language (XBRL) interactive data is intended to improve the accessibility of financial information to investors by making the information inexpensive and easier to use.  XBRL interactive data uses a standardized set of tags to consistently identify data in embedded text.  Issuers must identify each piece of data in its financial statements according to... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/xbrl/

The SEC’s Periodic Reporting Obligations


Going Public LawyerSecurities Lawyer 101 Blog Once the staff of the Securities and Exchange Commission ( SEC ) declares a company s registration statement on Form S-1 effective under the Securities Act of 1933, as amended (the “1933 Act”), the registration statement is in force and the company may offer and sell the registered securities described therein. At that time, the company filing the registration statement... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/sec-periodic-reporting-obligations/

The SEC's XBRL Interactive Data l Securities Lawyer 101


Securities Lawyer 101 Blog The use of eXtensible Business Reporting Language (XBRL) interactive data is intended to improve the accessibility of financial information to investors by making the information inexpensive and easier to use.  XBRL int...
http://www.securitieslawyer101.com/2014/xbrl/

The SEC's Periodic Reporting Obligations


Securities Lawyer 101 Blog Once the staff of the Securities and Exchange Commission ("SEC") declares a company's registration statement on Form S-1 effective under the Securities Act of 1933, as amended (the “1933 Act”), the registration statem...
http://www.securitieslawyer101.com/2014/sec-periodic-reporting-obligations/

Saturday, September 27, 2014

The Going Public Lawyer’s Due Diligence Review


Going Public LawyerThe securities laws require companies to disclose a myriad of facts during the going public process. These expansive disclosure requirements apply to private companies going public.  During the going public process, companies must generally provide expansive disclosures. These disclosures include information about their financial condition, business plan and operations, material risks, management, litigation and stockholders, in addition to how many shares will be... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/going-public-lawyer-review/

Raising Capital 101 – Going Public Attorneys


Going Public LawyerSecurities Lawyer 101 Going Public Blog A private or public company can raise capital in a variety of ways. Traditional sources of capital for companies include loans from financial institutions such as a bank, or from friends and family as well as receivable financing. Companies raising capital in going public transactions often do so by selling their securities prior to... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/raising-capital-attorney/

The Going Public Lawyer's Due Diligence Review


The securities laws require companies to disclose a myriad of facts during the going public process. These expansive disclosure requirements apply to private companies going public.  During the going public process, companies must generally provi...
http://www.securitieslawyer101.com/2014/going-public-lawyer-review/

Raising Capital 101 - Going Public Attorneys


Securities Lawyer 101 - Going Public Blog A private or public company can raise capital in a variety of ways. Traditional sources of capital for companies include loans from financial institutions such as a bank, or from friends and family as well ...
http://www.securitieslawyer101.com/2014/raising-capital-attorney/

Shelf Registration Statements l Going Public Bootcamp


Securities Lawyer 101 Blog A shelf registration statement allows an issuer to register a public offering even when there is no present intention to sell all the securities being registered. Shelf registration statements are often used in going publi...
http://www.securitieslawyer101.com/2014/shelf-registration-statement-going-public/

How Small Is a Smaller Reporting Company?


Securities Lawyer 101 Blog The Securities and Exchange Commission (the "SEC") adopted a system of disclosure rules for issuers who fall into the category of a smaller reporting company.   The “smaller reporting company” category includes gene...
http://www.securitieslawyer101.com/2014/smaller-reporting-company/

Friday, September 26, 2014

What Is Required In a Form S-1 Registration Statement?


Securities Lawyer 101 Form S-1 registration statements are the most commonly used registration statement form.  It allows issuers to register various types of offerings and the form can be used by both public and private companies engaged in going...
http://www.securitieslawyer101.com/2014/form-s-1-registration-statement-requirements/

Section 15-d Reporting l Securities Lawyer 101


Securities Lawyer 101 Blog Upon completion of a going public transaction, an issuer that has registered equity or debt securities in an initial or direct public offering registered on Form S-1 under the Securities Act of 1933, as amended (the “S...
http://www.securitieslawyer101.com/2014/section-15-d-reporting/

Thursday, September 25, 2014

Oh the Places You Will Go When Going Public


Oh the Places You'll Go - Understanding the Going Public Process The going public process involves a myriad of rules and regulations that issuers must consider before structuring their transactions. While going public offers many benefits it al...
http://www.securitieslawyer101.com/2014/going-public-process/

Form 8-A Registration Statements l Securities Lawyer 101


Securities Lawyer 101 Blog Form 8-A is a shortened type of securities registration statement under the Securities Exchange Act of 1934, (the “Exchange Act”) that registers a class of an issuer’s securities.  Form 8-A requires disclosure of ge...
http://www.securitieslawyer101.com/2014/form-8-a/

Form 8-A Registration Statements l Securities Lawyer 101


Securities Lawyer 101 Blog Form 8-A is a shortened type of securities registration statement under the Securities Exchange Act of 1934, (the “Exchange Act”) that registers a class of an issuer’s securities.  Form 8-A requires disclosure of ge...
http://www.securitieslawyer101.com/2014/form-8-a-registration-statements/

Form 8-A Registration Statements l Securities Lawyer 101


Securities Lawyer 101 Blog Form 8-A is a shortened type of securities registration statement under the Securities Exchange Act of 1934, (the “Exchange Act”) that registers a class of an issuer’s securities.  Form 8-A requires disclosure of ge...
http://www.securitieslawyer101.com/2014/form-8-a/

How Foreign Issuers Go Public in the U.S.


Securities Lawyer 101 Blog Typically, foreign companies seeking to raise capital attempt to obtain public company status.  Foreign companies that go public in the U.S. may complete a public offering by registering securities with the Securities an...
http://www.securitieslawyer101.com/2014/go-public-foreign-issuers/

Form 10-K Exhibits l By Brenda Hamilton Securities Lawyer


Securities Lawyer 101 Blog Some of the most valuable sources of information about a public company are Form 10-K exhibits. Item 601 of Regulation S-K identifies the documents to be filed as exhibits.  Issuers are often unclear about the requirement...
http://www.securitieslawyer101.com/2014/form-10-k-exhibits/

Wednesday, September 24, 2014

Selling Stockholder Disclosures in Form S-1 Registration Statements


Securities Lawyer 101 Blog Companies going public have a variety of structures for their transactions. Companies can go public using an initial public or direct public offering.  They can obtain their shareholders by selling stock in an initial pub...
http://www.securitieslawyer101.com/2014/form-s-1-disclosure/

Selling Stockholder Disclosures in Form S-1 Registration Statements


Securities Lawyer 101 Blog Companies going public have a variety of structures for their transactions. Companies can go public using an initial public or direct public offering.  They can obtain their shareholders by selling stock in an initial pub...
http://www.securitieslawyer101.com/2014/form-s-1-disclosure/

Rule 506 Offerings FAQ By: Brenda Hamilton Attorney


Securities Lawyer 101 Blog Rule 506 Offerings are the most common of the Regulation D exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”).   It has been approximately a year since the Securities and...
http://www.securitieslawyer101.com/2014/rule-506-offerings/

General Solicitation & the Rule 506 Private Placement Exemption


Going Public LawyerSecurities Lawyer 101 Blog The Securities Act of 1933 (the “Securities Act”) provides for a private offering exemption from federal securities registration which is increasingly being used by both private and public companies to raise capital during market downturns and in times of market uncertainty. The Securities Act provides substantial guidance about the circumstances in which an offering will be... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/private-placement-exemption/

FINRA Blacklists Curt Kramer, Mazuma and Asher Enterprises


Going Public LawyerECOS attached FINRA s letter to Michael Siegel, president and chief executive officer of Ecolocap, as Exhibit 99.1 to the filing.  The letter informed Siegel of its decision.  FINRA acted pursuant to the provisions of Rule 6490, which allows it to refuse to process corporate action requests in some circumstances. In this matter, the regulator determined that Ecolocap s request was deficient... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/finra-blacklists-curt-kramer-mazuma-asher-enterprises/

Tuesday, September 23, 2014

SEC Disclosures for Smaller Reporting Companies


Going Public LawyerSecurities Lawyer 101 Blog The SEC Disclosure rules allow smaller reporting companies to provide less comprehensive disclosures in their reports and filings so that compliance with the SEC s disclosure requirements is  less burdensome. These reduced disclosure requirements are especially beneficial to private companies who wish to go public but are unfamiliar with the requirements of SEC reporting. A company qualifies as a “smaller reporting company” if it... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/sec-disclosures-smaller-reporting-companies/

Form S-1 Financial Statements l Going Public Attorneys


Securities Lawyer 101 Blog Companies that register securities for direct public offering on Form S-1 as part of their going public transaction must provide audited financial statements to the Securities and Exchange Commission ("SEC"). These financ...
http://www.securitieslawyer101.com/2014/form-s-1-financial-statement/

The Role of the Direct Public Offering Attorney


Securities Lawyer 101 Blog The direct public offering ("Direct Public Offering") has become the premier method used in going public transactions. A skilled Direct Public Offering attorney can guide a private company through the Direct Public Offer...
http://www.securitieslawyer101.com/2014/role-direct-public-offering-attorney/

The Role of the Direct Public Offering Attorney


Securities Lawyer 101 Blog The direct public offering ("Direct Public Offering") has become the premier method used in going public transactions. A skilled Direct Public Offering attorney can guide a private company through the Direct Public Offer...
http://www.securitieslawyer101.com/2014/direct-public-offering-attorney-2/

SEC Disclosures for Smaller Reporting Companies


Securities Lawyer 101 Blog The SEC Disclosure rules allow smaller reporting companies to provide less comprehensive disclosures in their reports and filings so that compliance with the SEC's disclosure requirements is  less burdensome. These red...
http://www.securitieslawyer101.com/2014/sec-disclosures/

SEC Charges Heathrow Natural Food & Beverage and Michael Pagnano


Going Public LawyerOn September 23, 2014. the Securities and Exchange Commission (the SEC )  charged Heathrow Natural Food & Beverage Inc. , its Chief Executive Officers, Michael S. Pagnano and a transfer agent with violations of the federal securities laws.  Heathrow Natural and Pagnano were charged with defrauding investors by issuing false and misleading press releases proclaiming large sales and fantastic revenue projections while the... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/sec-charges-heathrow-natural-food-beverage-michael-s-pagnano/

SEC Charges Heathrow Natural Food & Beverage and Michael S. Pagnano


On September 23, 2014. the Securities and Exchange Commission (the "SEC")  charged Heathrow Natural Food & Beverage Inc. , its Chief Executive Officers, Michael S. Pagnano and a transfer agent with violations of the federal securities laws.  ...
http://www.securitieslawyer101.com/2014/sec-charges-heathrow-natural-food-beverage-michael-s-pagnano/

Guide Using the JOBS Act For A Direct Public Offerings


Going Public LawyerSecurities Lawyer 101 Blog The Jumpstart Our Business Startups Act, or JOBS Act, is intended, among other things, to reduce barriers to capital formation, particularly for smaller companies in going public transactions.   The JOBS Act relaxed the rules and regulations applicable to direct public offerings and the going public process.  As explained below, the amendments relax the rules applicable to... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/jobs-act-guide-for-direct-public-offerings/

Monday, September 22, 2014

Disclosure Controls and Procedures l Brenda Hamilton Attorney


Going Public LawyerSecurities Lawyer 101 Blog To back up the officer and director certifications in periodic reports, issuers must establish and maintain a system of disclosure controls and procedures designed to ensure that the company records, processes, summarizes and discloses on a timely basis information required to be disclosed in 1934 Act filings. Issuers must evaluate on a quarterly basis the effectiveness of their disclosure... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/disclosure-controls-and-procedures/

Convertible Securities l Toxic Financing 101


Securities Lawyer 101 Blog A "convertible security" is often structured as a bond, note, preferred stock, or a wraparound agreement that results in the conversion of the debt obligation into common stock. The holder of the convertible security or t...
http://www.securitieslawyer101.com/2014/toxic-funding-convertible-securities/

The SEC’s Electronic Data Gathering and Retrieval System


Most documents filed with the Securities and Exchange Commission (the “SEC”), are required to be filed electronically using the SEC’s Electronic Data Gathering and Retrieval system (“EDGAR”). Additionally, public companies filing on EDGAR m...
http://www.securitieslawyer101.com/2014/sec-edgar/

Penny Stock Bonds l Toxic Financing 101


Securities Lawyer 101 Blog A "convertible security" is often structured as a bond, note, preferred stock, or a wraparound agreement that results in the conversion of the debt obligation into common stock. The holder of the convertible security or t...
http://www.securitieslawyer101.com/2014/convertible-securities/

Disclosure Controls and Procedures l Brenda Hamilton Attorney


Securities Lawyer 101 Blog To back up the officer and director certifications in periodic reports, issuers must establish and maintain a system of disclosure controls and procedures designed to ensure that the company records, processes, summarize...
http://www.securitieslawyer101.com/2014/controls-procedures/

Sponsoring Market Makers l Going Public Bootcamp


Securities Lawyer 101 Blog One step in going public transactions is obtaining a stock trading or ticker symbol from the Financial Industry Regulatory Authority ("FINRA"). For a company to obtain a ticker, a sponsoring market maker must submit an app...
http://www.securitieslawyer101.com/2014/sponsoring-market-maker/

Guide Using the JOBS Act For A Direct Public Offering s


Securities Lawyer 101 Blog The Jumpstart Our Business Startups Act, or JOBS Act, is intended, among other things, to reduce barriers to capital formation, particularly for smaller companies in going public transactions.   The JOBS Act relaxed the...
http://www.securitieslawyer101.com/2014/jobs-act-guide-for-direct-public-offerings/

General Solicitation & the Rule 506 Private Placement Exemption


Securities Lawyer 101 Blog The Securities Act of 1933 (the “Securities Act”) provides for a private offering exemption from federal securities registration which is increasingly being used by both private and public companies to raise capital du...
http://www.securitieslawyer101.com/2013/private-placement-exemption/

FINRA Uses Rule 6490 To Stop Wash, Rinse, Repeat Issuers


Going Public LawyerSecurities Law Blog In late 2009, the Financial Industry Regulatory Authority (“FINRA”) proposed changes to its Rule 6490.  Until that time, the Rule had provided merely that the agency review and process certain corporate actions taken by companies not listed on exchanges, companies known to most as OTC securities. The changes, which became effective in 2010, gave FINRA more clout:  it can now... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/finra-uses-rule-6490-stop-wash-rinse-repeat-issuers/

Private Placements l Securities Lawyer 101


Securities Lawyer 101 Blog The Securities Act of 1933 (the "Securities Act") provides for a private offering or private placement exemption from federal securities registration which is increasingly being used by both public companies and private c...
http://www.securitieslawyer101.com/2013/private-placements/

Initial Public Offerings l Securities Lawyer 101


Securities Lawyer 101 Blog An Initial Public Offering (“IPO”) is often used by a private issuer seeking to go public as part of its going public transaction.  An IPO involves filing a registration statement with the SEC covering a securities of...
http://www.securitieslawyer101.com/2013/initial-public-offerings/

The Securities Exchange Act of 1934


Securities Lawyer 101 Blog The Securities Exchange Act of 1934 (the “Exchange Act”) grants broad authority to the Securities and Exchange Commission (“SEC”) to oversee the securities industry. The SEC’s authority includes the power to reg...
http://www.securitieslawyer101.com/2012/securities-exchange-act-of-1934/

Transfer Agents 101


  Securities Lawyer 101 Blog A shareholder of any company can own securities and  transfer the ownership of those securities. Their ownership is reflected on the issuer’s shareholder list. A transfer agent's role is to issue and cancel cert...
http://www.securitieslawyer101.com/2012/transfer-agents/

FINRA Uses Rule 6490 to Stop Wash, Rinse Repeat Issuers


Securities Law Blog In late 2009, the Financial Industry Regulatory Authority (“FINRA”) proposed changes to its Rule 6490.  Until that time, the Rule had provided merely that the agency review and process certain corporate actions taken by comp...
http://www.securitieslawyer101.com/2014/finra-uses-rule-6490to-shutdown-issuers-accepting-toxic-funding/

Going Public Lawyer Insights


Going Public 101 Blog A Going Public Lawyer is an important part of the overall going public process.   A Going Public Lawyer in the beginning of the process assists the issuer in structuring its transaction the most time and cost effective way to
http://www.securitieslawyer101.com/2014/going-public-lawyer-insights/

Sunday, September 21, 2014

SEC Registration Statements And Direct Public Offerings Q & A


Securities Lawyer 101 Blog SEC registration statements are the most efficient and reliable method for a private company to obtain public company status. Using a registration statement, companies provide transparency to investors and avoid the risks...
http://www.securitieslawyer101.com/2014/sec-registration-statement-q-a/

Rule 15c2-11 Disclosure Requirements l The Going Public Attorneys


Posted by Securities Lawyer 101 - Going Public Attorneys Rule 15c2-11 under the Securities and Exchange Act of 1934 (Exchange Act) governs the submission and publication of quotations by brokers and dealers for OTC equity securities. Specifically, t...
http://www.securitieslawyer101.com/2014/going-public-15c2-11-disclosure-requirements/

Rule 15c2-11 Disclosure Requirements l The Going Public Attorneys


Posted by Securities Lawyer 101 - The Going Public Attorneys Rule 15c2-11 under the Securities and Exchange Act of 1934 (Exchange Act) governs the submission and publication of quotations by brokers and dealers for OTC equity securities. Specificall...
http://www.securitieslawyer101.com/2014/going-public-15c2-11-disclosure-requirements/

Rule 15c2-11 Disclosure Requirements l The Going Public Attorneys


Posted by Securities Lawyer 101 - The Going Public Attorneys Rule 15c2-11 under the Securities and Exchange Act of 1934 (Exchange Act) governs the submission and publication of quotations by brokers and dealers for OTC equity securities. Specificall...
http://www.securitieslawyer101.com/2014/going-public-15c2-11-disclosure-requirements/

Form 3, 4 & 5 Filing Requirements l By: Brenda Hamilton Attorney


Securities Lawyer 101 Blog After the recent sweep by the Securities and Exchange Commission(the "SEC") charging 28 persons in connection with their failure to file insider reports, we have received requests for information about insider reporting ob...
http://www.securitieslawyer101.com/2014/form-3/

Retweets of Social Media & Public Companies


Securities Lawyer 101 Blog It has become almost routine for public companies to use social media to interact with their shareholders, and customers. The Securities and Exchange Commission (the “SEC”) has provided guidance in compliance and discl...
http://www.securitieslawyer101.com/2014/social-media-retweets/

Crowdfunding 101 Q & A


Securities Lawyer 101 Blog On October 23, 2013, the Securities and Exchange Commission (the "SEC") proposed Regulation Crowdfunding, setting forth the rules governing the offer and sale of securities through crowdfunded offerings, pursuant to Title ...
http://www.securitieslawyer101.com/2014/crowdfunding-101/

SEC Announces $7.2 Million for Rule 105 Short Selling Violations


Securities Lawyer 101 Blog On March 8, 2014, the Securities and Exchange Commission announced the largest-ever monetary sanction for Rule 105 short selling violations as a Long Island-based proprietary trading firm and its owner agreed to pay $7.2...
http://www.securitieslawyer101.com/2014/short-selling-violations/

The Curious Case of Irwin Boock l Part II Corporate Hijacking Series


Going Public LawyerSecurities Lawyer 101 Blog The Irwin Boock corporate hijacking case is a gift that keeps on giving.  The Securities and Exchange Commission (“SEC”)  brought its original action against Boock and his associates in September 2009; since then several parallel actions have been filed.  On September 27, 2013, the SEC announced that Nicolette Loisel, a Houston-area attorney, had agreed to settle.  Loisel... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/irwin-boock-corporate-hijacking/

The Curious Case of Irwin Boock l Part II


Securities Lawyer 101 Blog The Irwin Boock corporate hijacking case is a gift that keeps on giving.  The Securities and Exchange Commission (“SEC”)  brought its original action against Boock and his associates in September 2009; since then sev...
http://www.securitieslawyer101.com/2014/irwin-boock/

Integration During the Going Public Process – Securities Lawyer 101


Going Public LawyerSecurities Lawyer 101 Blog Issuers often need to raise funds during their going public transactions to offset legal and accounting costs.  The SEC integration rule addresses the circumstances under which an issuer can raise capital privately while a Form S-1 registration statement is pending during the going public process.  The integration rules were created to prevent companies from improperly avoiding registration by... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/integration-going-public-process-securities-lawyer-101/